GASTERRA STORAGE AUCTIONS

November 2019 / January 2020

AUCTION RULES

INTRODUCTION

GASTERRA B.V., incorporated under the laws of The Netherlands, having its principal

office at Stationsweg 1, Groningen, The Netherlands (“GASTERRA”), wishes to make

certain gas storage capacity in The Netherlands available on a virtual basis to other

operators on the Dutch gas market through a series of auctions referred to as gas

storage auctions (the “Auctions”). GASTERRA has engaged ICE Endex Markets B.V.,

incorporated under the laws of The Netherlands, having its principal office at Australia

Building, 3rd floor, Hoogoorddreef 7, 1101 BA Amsterdam, The Netherlands (“ICE

Endex”), to, in its capacity as mandatory (“lasthebber”) of GASTERRA as principal

(“lastgever”), perform certain services in relation to the Auctions and the sales of gas

storage capacity pursuant to such Auctions with a view, in particular, to preserving the

anonymity of Buyers vis-à-vis GASTERRA.

The rules contained herein (these “Auction Rules”) set forth the terms and conditions

governing the qualification for, participation in and consummation of, the Auctions

scheduled to be held in the period from November 2019 until (and including) January

2020 (the “Auction Period”) in respect of the Contract Year 2020/2021 (the “Auctions”).

ARTICLE I

DEFINITIONS AND INTERPRETATION

1.1. Definitions

For purposes of these Auction Rules, the following words or expressions shall have the

following meanings:

“Affiliate” shall mean, a company,

(a) of which fifty per cent (50%) or more of the outstanding voting

stock or rights is directly or indirectly owned by a Person; or

(b) which directly or indirectly owns fifty per cent (50%) or more of the

outstanding voting stock or rights of a Person; or

(c) of which fifty per cent (50%) or more of the outstanding voting

stock or rights is directly or indirectly owned by another company

which also directly or indirectly owns fifty percent (50%) or more of

the outstanding voting stock or rights of a Person.

“Aggregate Demand”: shall mean the sum of all Quantities demanded by Bidders in a

given Round.

“Auction” shall mean any Auction as further specified in the Introduction to these Auction

Rules.

“Auction Bidding Website” shall mean the website on the worldwide web identified in the

Instructions to Bidders and through which Bidders will submit their Bids.

“Auction Period” shall mean the period starting on and including the first Auction Date

and ending on and including the last Auction Date of the Contract Year 2020/2021.

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“Auction Date” shall have the meaning specified in Subsection 8.1.

“Bid” shall mean the submission by Bidder of a binding order, to acquire a stated

Quantity of the Product at the Price stated in the Bid.

“Bidder” shall have the meaning specified in Subsection 4.1.1(i).

“Bidder Limit” shall have the meaning specified in Subsection 3.1.

“Business Day” shall mean a day (other than a Saturday or a Sunday) on which banks

are open for business in The Netherlands.

“Buyer” shall have the meaning specified in Section 7.18.

“Commitment Statement” shall have the meaning specified in Subsection 2.4.1.

“Contract Year 2020/2021” shall mean the period of time commencing at Gas Day 1 April

2020 and expiring at Gas Day 31 March 2021.

“End of Round Price” shall mean the Price announced by ICE Endex as the lowest

possible Price for a Product in a given Round based on the lower of the Aggregate

Demand or the Maximum Supply i.e. the End of Round Price corresponds to the lowest

Bid Price equal to or greater than the Reserve Price and at or within the Maximum

Supply.

“Final Round” shall have the meaning specified in Sections 7.16. and 7.17.

“Gas Day” shall mean the period from 5:00 to 5:00 UTC, or, when daylight saving time

is applied, from 4:00 to 4:00 UTC.

“Instruction to Bidders” shall have the meaning specified in Section 5.1.

“Maximum Supply” shall have the meaning specified in Section 6.2.

“Observer” shall mean the Person appointed by ICE Endex, to perform the role specified

in Section 7.1.

“Person” shall mean any individual, corporation, limited liability company, general or

limited partnership, association, trust or other entity.

“Power of Attorney” shall have the meaning specified in Subsection 2.2.1.

“Price” shall mean the Price stated by a Bidder in a Bid or the Price as determined by ICE

Endex with respect to any Supply for the Contract Year 2020/2021, as the case may be.

“Product” shall mean a SBU i.e. the right to inject (or withdraw) a certain volume of gas

as further defined in the Storage Services Agreement.

“Qualification Confirmation” shall have the meaning specified in Subsection 4.2.1.

“Qualification Documents” shall have the meaning specified in Subsection 2.1.1.

“Quantity” shall mean the quantity demanded by a Bidder in a Bid, expressed in the

number of SBU’s as a whole non-zero number

“Reserve Price” shall have the meaning specified in Subsection 6.3.1.

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“Registered Party” shall mean a Person who has registered to participate in the Auction.

“Registered Party Data Sheet” shall have the meaning specified in Subsection 2.3.1.

“Round” shall mean a round of an Auction, comprising the events described in Section

7.5.

“SBU” shall mean Standard Bundled Unit, as per the terms and condition set forth in the

Storage Services Agreement.

“Start of Round Price” shall mean the Price announced by ICE Endex as the lowest

possible Price for a Product in a given Round in accordance with Subsection 7.6.(i).

“Storage Auction Website” shall mean the section of the ICE Endex’s Website available to

the general public, dedicated to the Auctions, where general information and relevant

documentation is provided.

“Storage Year” shall mean the period from April 1st until April 1st one year later.

“Supply” shall mean, for the relevant Product, the aggregate quantity of Products offered

at the Price of the Product, in accordance with Subsections 6.3.3 and 6.3.4.

“Tax” shall mean any tax, levy, impost, duty, assessment, contribution, generation or

other transmission charge or public service or other charge of any nature (including

interest, penalties and additions thereto) that is imposed by any government or taxing

authority in respect of any transactions, payments or documents contemplated by these

Auction Rules, other than income tax payable by GASTERRA or ICE Endex.

“Total Quantity” shall mean the sum of all Quantities demanded by all Bidders at Prices

equal to or greater than the End of Round Price.

“Total Supply” shall mean the total amount of SBU’s offered during the Auction Period;

6,784,336.

1.2. Interpretation

1.2.1. Any reference to any law, decree, regulation or code or any subdivision

or provision thereof shall be construed at the particular time as a

reference to the text thereof then in force, as it may theretofore have

been amended.

1.2.2. All references to “Article” or “Articles”, to “Section” or “Sections”, or to

“Subsection” or “Subsections”, refer to the corresponding article or

articles, section or sections, or subsection or subsections of these Auction

Rules unless otherwise specified.

1.2.3. The headings of articles, sections, subsections and schedules of these

Auction Rules are provided for convenience only and will not affect their

interpretation.

1.2.4. The words “include” or “including” are to be construed without limitation

to the generality of the foregoing.

1.2.5. Any reference to time is to Dutch local time.

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1.2.6. Unless the context requires otherwise, the singular shall include the

plural and vice versa.

ARTICLE II

QUALIFICATION PROCESS

2.1. Qualification Requirements

2.1.1. Any Registered Party wishing to qualify for participation in the Auction

shall provide ICE Endex with the documents referred to in Sections 2.2 to

2.5, dated and duly signed (the “Qualification Documents”).

2.1.2. The Qualification Documents and any changes and amendments thereto

shall be sent to ICE Endex by registered letter with acknowledgement of

receipt (or registered airmail letter with acknowledgement of receipt if

Registered Party resides outside of The Netherlands and any of its

neighbouring countries, or by express courier service or any other service

that provides proof of delivery) to:

ICE Endex Markets B.V.

Australia Building, 3rd floor

Hoogoorddreef 7

1101 BA Amsterdam

The Netherlands

Attn: GASTERRA Storage Auction

E-mail: gtgasstorage@theice.com

2.1.3. The Qualification Documents for participation in an Auction must be in the

possession of ICE Endex no later than 10 Business Days prior to the

relevant Auction Date.

2.1.4. The Qualification Documents referred to in Sections 2.2 to 2.4 need to be

the original documents. Scans are sufficient for the Qualification

Documents referred to in Section 2.5.

2.2. Power of Attorney

2.2.1. Registered Party shall provide ICE Endex with a Power of Attorney,

granted to at least one and no more than three Persons, in the form and

content attached hereto as Schedule 1 (the “Power of Attorney”),

accompanied by a copy of the passport of the signatory (or signatories).

2.2.2. The Power of Attorney shall be signed by duly authorized representatives

of Registered Party having the power to bind Registered Party vis-à-vis

third parties. Registered Party shall attach evidence of such authority to

the Power of Attorney.

2.2.3. The Power of Attorney must satisfy all formal and substantive

requirements applicable under the laws of the jurisdiction of Registered

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Party’s organization or incorporation (including witnessing, legalization

and authentication requirements).

2.2.4. Registered Party shall, upon the written request of ICE Endex, promptly

furnish a certificate issued by a competent public authority, or an opinion

of a reputable law firm, at the sole discretion of ICE Endex, confirming

the validity of the Power of Attorney and the authority of its signatory or

signatories.

2.3. Registered Party Data Sheet

2.3.1. Registered Party shall provide a data sheet in the form and content

attached hereto as Schedule 2 (the “Registered Party Data Sheet”).

2.3.2. The Registered Party Data Sheet must be signed by one or more of the

Persons identified in the Power of Attorney or duly authorized

representatives as specified in Subsection 2.2.2.

2.4. Representations and Commitment Statement

2.4.1. Registered Party shall provide a representations and commitment

statement in the form and content attached hereto as Schedule 3 (the

“Commitment Statement”).

2.4.2. The Commitment Statement must be signed by one or more of the

Persons identified in the Power of Attorney or duly authorized

representatives as specified in Subsection 2.2.2.

2.5. Further Qualification documents

2.5.1. Extract of the relevant chamber of commerce of the applicant (e.g. the

Netherlands: Kamer van Koophandel, United Kingdom: Companies House

and Germany: Handelskammer). This extract should not be older than 6

months. One extract per Auction Period is sufficient;

2.5.2. Additional documents and/or information evidencing that the signatories

are duly authorized to sign the documents as listed below);

2.5.3. Articles of association;

2.5.4. The annual accounts of the two most recent years;

2.5.5. List of beneficial owners whose shareholding exceeds 25% of total issued

share capital. If applicant is a consolidated subsidiary, please provide

beneficial owners of ultimate parent company (not required if applicant or

parent company is publicly quoted);

ARTICLE III

RESTRICTIONS APPLYING TO AFFILIATES

3.1 Where two or more Bidders are Affiliates, all of such Persons shall be eligible to

participate in the Auction; provided that the sum of the Bidder Limits of such

Persons shall not exceed 25 per cent of 6,784,336 SBU’s, being the Total Supply.

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For the avoidance of doubt, all such Affiliates together may not acquire more than

1,696,084 SBU’s in total during the Auction Period (the “Bidder Limit”),

irrespective of whether these are acquired in one, all, or an alternate number of

Auction(s). For example, if a Buyer acquired 1,000,000 SBU’s in the first Auction

of the Auction Period, that Buyer’s Bidder Limit for the subsequent Auctions

during the Auction Period jointly will be 696,084 SBU’s.

3.2. Bidder shall consult with its participating Affiliates to determine its own Bidder

Limit and that of each of its Affiliates, and Bidder shall notify in writing to ICE

Endex its Bidder Limit and the Bidder Limits of its Affiliates at least five Business

Days prior to the Auction Date. Such Bidder Limits may not be subsequently

changed.

3.3. If Bidder fails to notify ICE Endex or if the Bidder Limits notified pursuant to

Section 3.2 exceed 25 per cent of the total Maximum Supply for the Auctions

during the Auction Period as per Section 3.1. in the aggregate or are inconsistent,

ICE Endex shall, in its discretion, be entitled to exclude Bidder and its Affiliates

from the Auction.

ARTICLE IV

REVIEW PROCESS

4.1. Review and Decision

4.1.1. Following review of the Qualification Documents submitted by Registered

Party in accordance with Article II, ICE Endex may decide to:

(i) admit Registered Party as a participant in the Auction, at which

point Registered Party becomes a “Bidder”;

(ii) invite Registered Party to submit revised Qualification Documents

within a set time period, and, upon review of such revised

Qualification Documents, decide whether to admit or refuse

Registered Party as a participant in the Auction;

(iii) refuse Registered Party as a participant in the Auction.

4.1.2. ICE Endex shall make its best efforts to make the decision referred to in

Subsection 4.1.1, and notify Registered Party of such decision, within five

Business Days following receipt of the Qualification Documents or revised

Qualification Documents, as the case may be.

4.1.3. Any decision to refuse Registered Party as a participant in the Auction

shall be based on objective criteria, and the notification of such decision

to Registered Party shall summarize the reasons for such refusal.

4.2. Qualification Confirmation

4.2.1. Any admission decision shall be evidenced by a written confirmation

issued by ICE Endex to Registered Party substantially in the form of the

decision contemplated in the form attached hereto as Schedule 5 (the

“Qualification Confirmation”).

4.2.2. The Qualification Confirmation shall:

(i) state the Bidder Limit;

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(ii) confirm the identity of the Persons identified in the Power of

Attorney;

4.3. Continued Compliance

4.3.1. Bidder shall notify ICE Endex in writing of any change in any information

set forth in the Qualification Documents promptly upon becoming aware

of such change. Bidder shall promptly furnish to ICE Endex any

additional information which ICE Endex may reasonably request.

4.3.2. ICE Endex may at any time revoke the admission of Bidder as a

participant in the Auction in any of the following cases:

(i) Bidder breaches any of its obligations under these Auction Rules;

(ii) Bidder does not satisfy, or no longer satisfies, the qualification

criteria.

ARTICLE V

INSTRUCTIONS TO BIDDERS

AND

ACCESS TO THE AUCTION

5.1. Instructions to Bidders

At least 5 Business Days before the Auction Date of the first Auction during the

Auction Period a Registered Party is accepted as a Bidder (or, with respect to any

Registered Party admitted as Bidder less than 5 Business Days before the Auction

Start Date, promptly following its admission), ICE Endex shall provide the Persons

identified in the Power of Attorney of Bidder with instructions on the conduct of

the Auction, in particular in relation to the method and contents of

communications between Bidder and ICE Endex during the Auction to ensure the

secure transmission of Bids (the “Instruction to Bidders”).

5.2. Access to the Auction Bidding Website

5.2.1. At least 3 Business Days before the Auction Date of the relevant Auction

during the Auction Period a Registered Party is accepted as a Bidder (or,

with respect to any Registered Party admitted as Bidder less than 3

Business Days before the Auction Start Date, promptly following its

admission), ICE Endex shall provide the Persons identified in the Power of

Attorney of Bidder with a username and password allowing such Persons

to access the Auction Bidding Website.

ARTICLE VI

THE AUCTION OFFERING

6.1. Product Offered

The Product that shall be offered in the Auction shall be a SBU, which comprises

of firm rights to have gas injected, to keep gas in store and to withdraw gas,

where the following characteristics apply:

• Available Space = 1440 kWh;

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• Starting value Gas-in-Storage on April 1st 6:00 hours: 0 kWh;

• Withdrawal capacity = 1.0 kWh/h

• Injection capacity = 0.3333 kWh/h;

• The Withdrawal Factor depends on the actual amount of Gas-in-Storage at

the end of Hour H-1 as follows:

o Between 0 kWh and 864 kWh Gas-in-Storage the Withdrawal Factor

increases linearly from 0.6 to 1 ;

o Between 864 kWh and 1440 kWh Gas-in-Storage the Withdrawal

Factor equals 1.

The Product is further defined in a Storage Services Agreement attached hereto

as Schedule 6 (the “Storage Services Agreement”).

6.2. Maximum Supply

The Maximum Supply of the Product (the “Maximum Supply”) offered in each

Auction for the Auction Period is outlined in Article 8.1.

6.3. Reserve Price

6.3.1. Prior to each Auction Date for the Contract Year 2020/2021, GASTERRA

shall set a Reserve Price below which it shall not sell any Quantity of the

Product pursuant to the Auction (the “Reserve Price”).

6.3.2 The Reserve Price shall be communicated on the day prior to the Auction

to all Registered Parties via the Auction Bidding Website.

6.3.3. Bids with a Price lower than the Reserve Price are not valid and will not

be accepted.

6.3.4. In respect of Bids with a Price equal to or higher than the Reserve Price,

the Supply shall be equal to the Aggregated Demand at such equal or

higher Price, or the Maximum Supply, whichever is lower.

ARTICLE VII

THE AUCTION PROCESS

7.1. Each Auction shall be conducted by ICE Endex and monitored by Observer. In

particular, ICE Endex shall protect the confidentiality of the content of Bids

submitted by Bidder during the Auction and Observer shall monitor the Auction in

order to ensure that the Auction is conducted in a transparent and non-

discriminatory manner.

7.2. All information pertaining to Bids submitted by Bidder during the Auction shall be

accessible only to ICE Endex and Observer. GASTERRA – the single seller - shall

not have access to information pertaining to Bids submitted by Bidder.

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7.3. All communications between Bidder and ICE Endex shall be made in accordance

with the rules set forth in the Instructions to Bidders (including rules pertaining to

message content, message format and means of communication).

7.4. Each Auction shall be conducted over at least two Rounds, and a maximum of five

Rounds;

(i) Round 1: 10:00 - 10:15 CET

(ii) Round 2: 10:30 - 10:45 CET

(iii) Round 3: 11:00 - 11:15 CET (if applicable)

(iv) Round 4: 11:30 - 11:45 CET (if applicable)

(v) Round 5: 12:00 - 12:15 CET (if applicable)

7.5. Each Round of any Auction shall comprise the following events, in chronological

order:

(i) ICE Endex informs Bidders of the Start of Round Price, End of Round Price

of the previous Round and the time period for submission of Bids;

(ii) Bidders submit their Bids;

(iii) ICE Endex validates the Bids received by it, and determines the outcome

of the Round; and

(iv) ICE Endex notifies such outcome to Bidders.

7.6. Prior to the start of each and every Round, ICE Endex shall notify each Bidder of:

(i) the Start of Round Price, expressed in EURO per SBU (€/SBU), net of any

Tax or

(ii) the time period for submission of Bids for the Round, expressed as a

period of clock time defined by a start and a finish time expressed in

Dutch local time.

7.7. For each and every auction Round, except the first Round, the Start of Round

Price will be equal to the End of Round Price of the immediately preceding Round.

For the first auction Round the Start of Round Price will be the Reserve Price.

7.8. Bidder shall submit at least one Bid and maximum three Bids in the first Round as

a prerequisite for participation in subsequent Rounds, and the following rules shall

apply:

(i) Each Bid is deemed a firm and irrevocable commitment to acquire

an allotted Quantity of storage capacity, at the Price stated in the

Bid, if it were to be awarded in the Final Round.

(ii) Each Bid to acquire volume for the Contract Year 2020/2021 shall

include a Quantity “Q” and a Price “P”.

(iii) The Quantity in a Bid will be expressed as a non-negative whole

number representing the number of SBU’s the Bidder wishes to

acquire.

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(iv) The Quantity of the Bids of a Bidder combined may not exceed the

Bidder Limit, as specified in Section 3.1.

(v) The Price in a Bid will be expressed in EURO per SBU (€/SBU), net

of any Tax and represents the Price per SBU Bidder is willing to pay.

(vi) If a Bidder does not submit a Bid in the first Round, that Bidder

shall not be allowed to submit a Bid in any subsequent Round i.e.

Bidder will not participate in the Auction;

(vii) If a Bid, or changes to a Bid, is not valid, that Bid, or changes to

that Bid, will be rejected.

(viii) During any auction Round, Bidder may change its Bid(s) by

submitting a new Bid that will substitute the previous Bid(s),

provided that:

a. The Price of a Bid may only ever be increased.

b. If a Bidder amends the Price stated in a Bid, the new Price must be

greater than the Start of Round Price + € 0.05

c. If at the end of a Round a Bid is out of the market, i.e. the Price

stated in the Bid is below the End of Round Price and the Bidder

refrains from increasing its Price in the first next Round, that Bid

may no longer be changed in subsequent Rounds and the Bidder

effectively no longer participates in the Auction with that Bid.

d. Quantity and the number of Bids may not be changed.

e. Once the Auction Round closes, no new Bids will be accepted and

the last Bid received so far will be a deemed firm and irrevocable

commitment to acquire the stated Quantity of storage capacity at

the stated Price.

7.9. ICE Endex shall validate each of the Bids received from each Bidder. In order to

be valid, a Bid must satisfy the following requirements:

(i) the Bid must have been received during the time period for submission of

Bids for the Round;

(ii) each Quantity shall be expressed as a non-negative whole number of

SBU’s;

(iii) each Price shall be expressed as a non-negative number with up to two

decimals.

7.10. ICE Endex shall notify any Bidder that has submitted an invalid Bid that its Bid

has been rejected, stating the reason or reasons for such rejection. If such Bidder

can demonstrate to ICE Endex’s satisfaction that the invalidity of the Bid was

attributable to a clerical error or communications problems, ICE Endex may

authorize such Bidder to re-submit its Bid insofar as this is still possible within the

time schedule of the Auction.

7.11. Once the deadline for the submission of Bids in a Round has passed, and all Bids

have been validated or rejected, ICE Endex shall determine the Total Quantity

demanded by all Bidders for that Round.

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7.12. ICE Endex shall determine the lowest Price entered by Bidders in excess of the

Reserve Price , if any, such that the Total Quantity demanded by all Bidders is

less than or equal to the Supply, and this Price will be deemed the End of Round

Price .

7.13. If there are no Bids with a Price in excess of the Reserve Price the End of Round

Price will be equal to the Reserve Price.

7.14. The End of Round Price shall be notified by ICE Endex to Bidders prior to the start

of the subsequent Round in accordance with Subsections 7.6(i) and 7.6(ii).

7.15. At the end of any Round, the ICE Endex shall inform Bidder of:

(i) the End of Round Price, if any;

(ii) the Aggregate Demand;

(iii) the Total Quantity demanded by Bidders, i.e. demand at Prices equal to

or greater than the End of Round Price.

7.16. Without prejudice to Section 7.17., but with the exception of the first Round, the

Auction shall close when, at the end of a Round, the End of Round Price is equal

to the Start of Round Price and ICE Endex shall then inform Bidders that the

Auction is closed and declare such last Round to be the “Final Round”.

7.17. Without prejudice to Section 7.16., if no preceding Round was declared the Final

Round, the fifth Round shall be the Final Round. If the Total Quantity demanded

by all Bidders at a Price equal to or greater than the End of Round Price is greater

than the Maximum Supply, the following allocation rules will be applied:

(i) Bids with a Price in excess of the End of Round Price will be allocated their

entire Quantity;

(ii) If there is one Bid with a Price equal to the End of Round Price , that Bid

will be allocated the remainder Supply after allocation of the Bids referred

to in Section 7.17.(i);

(iii) If there are more than one Bids with a Price equal to the End of Round

Price, those Bids will be allocated in proportion of their Quantity, rounded

to the nearest whole number of SBU’s.

(iv) If after allocation of the Bids per Section 7.17 (iii) one SBU remains

unallocated because of the rounding, that SBU will be allocated to the Bid

with a Price equal to the End of Round Price with the highest Quantity

(“Q”).

7.18. If the Quantity demanded by Bidder in respect of a Product is a non-zero value in

the Final Round, and such Bidder is allocated the demanded Quantity in

accordance with Section 7.16. or 7.17. Bidder shall enter into a Storage Services

Agreement, in the form attached hereto as Schedule 6, on the Auction Date or

within fifteen Business Days following the Auction Date, thereby becoming

“Buyer”. Under the Storage Services Agreement, Buyer shall acquire SBU’s

against the payment of its Bid Price in the Final Round (“pay-as-bid”). Besides

Buyer will pay the Variable fee as described in art. 3.2 of the SSA.

7.19. If Bidder fails to enter into a Storage Services Agreement within fifteen Business

Days following the Auction Date, ICE Endex shall notify the Dutch competition

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authority thereof, and such Bidder shall immediately, without any further action

or formality being required, become liable to ICE Endex for an immediately due

and payable penalty in the amount of 5 per cent of the contract sum ensuing from

the Auction, with a minimum of EURO 250,000 (two hundred fifty thousand

Euros), without ICE Endex having to prove any loss or damage, and without

prejudice to the right of ICE Endex to claim damages in addition if there are

grounds for so doing.

7.20. Within twelve Business Days following an Auction, or in the event no SBU’s are

sold, ICE Endex shall publish on the public segment of the Storage Auction

Website the following information in relation to each Round:

(i) the weighted average Price bid by Buyers;

(ii) the total Number of SBU’s requested.

7.21. GASTERRA and ICE Endex make no representation or warranty regarding the

quality or continuous availability of the Auction Bidding Website or the reception

or saving of Bids in the event of technical or other problems beyond their

reasonable control.

7.22. It is Bidder’s entire and sole responsibility to ensure that it timely submits a valid

Bid in each Round for which it is required to submit such Bid. In particular,

Bidder’s attention is drawn to the fact that there may be some time lag between

the submission of its Bid and the receipt by ICE Endex of such Bid. Bidder shall

ensure that all equipment used by it in connection with the Auction operates

properly.

7.23. ICE Endex has the option to postpone or suspend the Auction for good reason.

Reasons to postpone or suspend the Auction include, but are not limited to,

technical issues such as loss of connectivity or unavailability of the Auction

Bidding Website and/other unforeseeable circumstance.

ARTICLE VIII

AUCTION START DATE, WITHDRAWAL, TERMINATION, AMENDMENT

8.1. Auction Dates

The dates of the Auctions (the “Auction Date”), and the Maximum Supply offered

in each of these Auctions, shall be as outlined in the table hereafter below:

Auction Date Maximum Supply

27 November 2019 3,392,168

29 January 2020 3,392,168 + unsold Maximum Supply of the

Auction of 27 November 2019

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8.2. Withdrawal

Bidders may at any time before the Auction Date withdraw from participating in

the Auction by notifying ICE Endex in writing.

8.3. Termination

ICE Endex may, if reasonably necessary for technical or operational reasons or in

the event of manifest collusion, decide to terminate the Auction, and ICE Endex

shall immediately notify Registered Parties or Bidders, as the case may be, in

writing of such decision. Registered Parties or Bidders shall have no claim or right

in relation to any such termination.

8.4. Amendment of these Auction Rules

8.4.1. At any time before the seventh Business Day preceding the first next

Auction Date, ICE Endex may, if reasonably necessary to improve or

facilitate the Auction, amend these Auction Rules and ICE Endex shall

immediately notify Registered Parties or Bidders, as the case may be, in

writing of such decision.

8.4.2. Bidders shall be deemed to consent to an amendment of these Auction

Rules if they do not give notice of withdrawal pursuant to Section 8.2

within five Business Days following the receipt of the notice referred to in

Subsection 8.4.1.

8.5. Amendment of the Forms of Agreements

8.5.1. The commitment by GASTERRA of certain gas capacity in The

Netherlands on a virtual basis to other operators and the sale of the

relevant quantities of storage capacity to Buyers are subject to the terms

and conditions set forth in the Storage Services Agreement to be entered

into by each Buyer, in the forms attached hereto as Schedule 6 (as the

same may be amended in accordance with Subsection 8.5.2), on the

Auction Date of each Auction or within fifteen Business Days following the

Auction Date of each Auction.

8.5.2. At any time before the seventh Business Day preceding the Auction Date,

GASTERRA may, in its capacity as principal (“lastgever”) of ICE Endex,

and if reasonably necessary to improve or facilitate the Auction or the

sale process following the Auction, amend the forms of agreements

attached hereto as Schedule 6 (the “Storage Services Agreement”) and

ICE Endex shall immediately notify Registered Parties or Bidders, as the

case may be, in writing of such amendment or amendments.

8.5.3. Bidders shall be deemed to consent to any amendment of the forms of

agreements attached hereto as Schedule 6 if they do not give notice of

withdrawal pursuant to Section 8.2 within five Business Days following

the receipt of the notice referred to in Subsection 8.5.2.

ARTICLE IX

MISCELLANEOUS

14

9.1. Notices

Without prejudice to Section 2.1.2 and the communications made pursuant to the

Instructions to Bidders, all notices in writing pursuant to these Auction Rules shall

be given by registered letter (or registered airmail letter if Buyer resides outside

of The Netherlands and any of its neighbouring countries) or express courier

service, or by telefax or electronic mail (confirmed by registered letter or

registered airmail letter or by express courier service), to the following addresses

(or such other addresses as the Parties may theretofore have designated to each

other by notice given in accordance with this Section 9.1):

- if to ICE Endex:

ICE Endex Markets B.V.

Australia Building, 3rd floor,

Hoogoorddreef 7

1101 BA Amsterdam

The Netherlands

Attn: GASTERRA Storage Auction

E-mail: gtgasstorage@theice.com

- if to Registered Party or Bidder, as the case may be, to the Primary Contact

Person identified in the Registered Party Data Sheet:

___________________

___________________

___________________

Attn: ____________

E-mail: _____________

Any notice pursuant to this Section 9.1 shall be deemed effective as of the

following points in time:

(i) if sent by registered letter or registered airmail letter, on the date on

which such letter is delivered or a first attempt at delivery is made;

(ii) if sent by courier, on the date on which it is delivered;

(iii) if sent by electronic mail, on the date that such mail is delivered.

9.2. Language

All communications pertaining to the Auction shall be in the English language

only. The convention used for writing numbers is that in which the comma is used

to indicate multiples of a thousand and the full stop as the decimal point.

9.3. No Representations by GASTERRA

GASTERRA does not give any representation or warranty, express or implied, in

relation to the conduct or outcome of the qualification and processes pursuant to

Articles II and IV of these Auction Rules, the operation and conduct of the Auction

Bidding Website, or any actions taken or determinations made by ICE Endex, and

shall have no liability to any Registered Party or Bidder for any loss, liability,

claim, damage or expense which such Registered Party or Bidder may suffer or

incur in connection therewith.

9.4 Liability

15

ICE Endex will under no circumstances be liable to a Bidder or Buyer for any

losses, damage, cost, expense, or any other liability or claim suffered or incurred

by or made against a Bidder or Buyer as a result of the participation by the

Bidder or Buyer in the Auction, unless such damage is a direct result of wilful

default or fraud on the part of ICE Endex.

9.5. Indemnification

Registered Party or Bidder shall, on demand, indemnify and hold harmless

GASTERRA and ICE Endex for and against any loss, liability, claim, damage or

expense (including costs of investigation and defence, costs of collection and

reasonable attorneys' fees) which GASTERRA, ICE Endex suffers or incurs and

which arises, directly or indirectly, from or in connection with any breach of these

Auction Rules by Registered Party or Bidder.

ARTICLE X

GOVERNING LAW AND SETTLEMENT OF DISPUTES

10.1. These Auction Rules shall be governed by and construed in accordance with the

laws of The Netherlands.

10.2. Any dispute, controversy or claim arising out of or in connection with these

Auction Rules shall be finally settled by arbitration in accordance with the Rules of

the Nederlands Arbitrage Instituut. Jurisdiction by any other court is excluded.

The arbitral tribunal will be composed of three arbitrators. The place of arbitration

will be The Hague. The arbitral tribunal will award in accordance with the rules of

law. The arbitral procedure will be conducted in the English language. The

possibility of binding opinion (“bindend advies”) as foreseen in aforementioned

Rules will be excluded.

Schedule 1

To be printed on Registered Party’s letterhead, completed consistent with

applicable laws and in accordance with Section 2.2 of the Auction Rules and

sent to ICE Endex in accordance with Section 2.1 of the Auction Rules

POWER OF ATTORNEY1

Capitalized words and expressions used in this Power of Attorney shall

have the respective meanings given to them in the Auction Rules.

Company name: _____________________________________

Jurisdiction of incorporation: _____________________________________

Company address (registered office): _____________________________________

Company VAT Number: _____________________________________

Other relevant identification number (with indication of nature of such identification

number):

________________________________________

[Company] (“Company”), validly represented by _____________________ and

_____________________, hereby authorizes the following Persons (each

specimen signature appearing beside the following Persons’ names being a true

and correct signature):

1. Name: _____________________________

Title: _____________________________

Email: _____________________________

Signature: _____________________________

Date: _____________________________

[If applicable:]

2. Name: _____________________________

Title: _____________________________

1 To be delivered as a deed and/or to be notarized if so required by the laws of the place of incorporation of

Bidder.

2

Email: _____________________________

Signature: _____________________________

Date: _____________________________

[If applicable:]

3. Name: _____________________________

Title: _____________________________

Email: _____________________________

Signature: _____________________________

Date: _____________________________

each of them having the power, in the name and on behalf of [Company], to do

any of the following in relation to the Auction, acting alone:

1. Sign all statements and make all declarations required for qualification as

a participant in the Auction (including without limitation the Commitment

Statement attached as Schedule 3 to the Auction Rules);

2. Submit Bids and make and receive communications in relation to Bids of

[Company] during the Auction;

3. Execute all agreements, deeds and other documents related to the

Auction;

4. Take any actions and do all things necessary or useful to fulfil obligations

of [Company] arising from the Auction, or otherwise required or

appropriate under the Auction Rules for the Auction.

The Undersigned (is)(are) duly authorized as [(a) director(s)][other title] of [Company]

to execute in its name and on its behalf this power of attorney, and due evidence of such

authority is attached hereto. The Undersigned represent(s) that this power of attorney

complies with all formal and substantive requirements applicable under the law of the

jurisdiction of incorporation of [Company], including without limitation witnessing,

legalization and authentication requirements.

Place, date: ______________________________

Name: ______________________________

Signature: ______________________________

In the presence of:2 ______________________________

Signature: ______________________________

2 In some jurisdictions, signature of a notary or witness may be required.

3

Schedule 2

To be printed on Registered Party’s letterhead, completed consistent with

applicable laws and in accordance with Section 2.3 of the Auction Rules and

sent to ICE Endex in accordance with Section 2.1 of the Auction Rules

REGISTERED PARTY DATA SHEET

Capitalized words and expressions used in this Registered Party Data

Sheet shall have the respective meanings given to them in the Auction

Rules.

Company name: ________________________________________________

Jurisdiction of incorporation: ________________________________________________

Company address (registered office):

________________________________________________

________________________________________________

Company principal place of business (if different from Company

address):

________________________________________________

________________________________________________

Company VAT Number: ________________________________________________

Other relevant identification number (with indication of nature of such

identification number):

________________________________________________

Primary contact Person:3 __________________________________________

Title: __________________________________________

Contact address: __________________________________________

__________________________________________

__________________________________________

3 It must be a person named in the power of attorney.

4

Contact tel. __________________________________________

Contact fax: __________________________________________

Email address: __________________________________________

Contact Compliance: __________________________________________

Title: __________________________________________

Contact address: __________________________________________

__________________________________________

__________________________________________

Contact tel. __________________________________________

Contact fax: __________________________________________

Email address: __________________________________________

Additional contact Person:4 __________________________________________

Title: __________________________________________

Contact address: __________________________________________

__________________________________________

__________________________________________

Contact tel. __________________________________________

Contact fax: __________________________________________

Email address: __________________________________________

Additional contact Person:4 __________________________________________

Title: __________________________________________

4 If applicable, it must be a person named in the power of attorney.

5

Contact address: __________________________________________

__________________________________________

__________________________________________

Contact tel. __________________________________________

Contact fax: __________________________________________

Email address: __________________________________________

Registered Party understands and agrees that a copy of this data sheet and any data

contained in it, whether or not processed, may be submitted to the Dutch competition

authority ACM.

____________ __, ____

By: _____________________5

Name: _____________________

Title: _____________________

5 It must be a person named in the power of attorney.

Schedule 3

To be printed on Registered Party’s letterhead, completed consistent with

applicable laws and in accordance with Section 2.4 of the Auction Rules and

sent to ICE Endex in accordance with Section 2.1 of the Auction Rules

REPRESENTATIONS AND COMMITMENT STATEMENT

Capitalized words and expressions used in this Commitment Statement

shall have the respective meanings given to them in the Auction Rules.

Registered Party, validly represented by the undersigned pursuant to a power of

attorney dated ______, 20_, a copy of which is attached hereto:

I. Represents and warrants to, and for the benefit of, GASTERRA BV (“GASTERRA”)

and ICE Endex Markets BV (“ICE Endex”) that:

1. Corporate Organization and Authority.

It is a corporation duly organized and validly existing under the laws of the

jurisdiction of its organization or incorporation (and, if relevant under such laws,

in good standing). It has the power to perform its obligations under the Auction

Rules, and such performance has been duly authorized by all requisite corporate

action on its part. The Auction Rules (as they may be amended from time to

time) constitute its legal, valid and binding obligations, enforceable against it in

accordance with their terms, except as such enforcement may be limited by

applicable bankruptcy, insolvency, reorganization or similar laws.

2. No Conflicts.

The performance by it of its obligations and the exercise of its rights under the

Auction Rules do not (i) conflict with, violate or breach any law applicable to it,

any provision of its constitutional documents, any order or judgment of any court

or other governmental agency applicable to it or any contract or arrangement to

which it is a party or by which it is bound, nor (ii) constitute (with or without

notice or the lapse of time) a default under any contract or arrangement to which

it is a party or by which it is bound.

3. Licenses and Consents.

All licenses, authorizations, permits and consents and approvals and all filings,

registrations and notices which it is required to obtain from, or make with or to,

any governmental agency or other Person in order for Registered Party to lawfully

perform its obligations or exercise its rights under the Auction Rules have been

duly obtained or made and are in full force and effect. Registered Party complies

in all material respects with the terms and conditions of all such licenses,

authorizations, permits, consents, approvals, filings and registrations. No claim,

inquiry or proceeding by any governmental agency or other Person is pending or,

to the best of Registered Party’s knowledge, threatened in respect of any alleged

breach by Registered Party of the laws and regulations governing, or the terms

and conditions of, any such license, authorization, permit, consent, approval,

filing or registration.

4. Brokers, intermediaries or agents.

2

No broker or other intermediary or agent acts or has acted on its behalf in

connection with the Auction in such a manner as to give rise to, or provide a basis

for, any claim by any Person against ICE Endex or GASTERRA for a finder’s fee,

brokerage payment or similar payment.

5. Legal and Regulatory Requirements.

It is in full compliance with all legal and regulatory requirements applicable to the

conduct or operation of its business on the Dutch gas market.

6. Conduct Rules

A Bidder is required to comply and act in accordance with article 3 and 5 of the

Regulation No. 1227/2011 on energy Market Integrity and Transparency

(“REMIT”).

ICE Endex is entitled to carry out (routine) enquiries or investigations into the

behaviour of a Bidder. The Bidder is obliged to provide full cooperation which an

enquiry or investigation.

7. Registered Party Data Sheet.

The information set forth in the Registered Party Data Sheet, as the same may

from time to time be updated by Registered Party in accordance with the Auction

Rules, is complete and accurate in all material respects. Registered Party

understands that ICE Endex needs to process and use, for the purposes of

implementing the Auction, the personal data of Registered Party’s contact Person

or Persons identified in the Registered Party Data Sheet and represents that it has

informed these Persons of such processing and that they have agreed with such

processing.

8. Financial Standing and Insolvency.

It is in a good financial standing, able to pay its debts as they fall due, not

insolvent and not subject to any proceedings of insolvency, bankruptcy, court-

supervised debt rescheduling or moratorium or analogous proceedings.

9. Shipper License

It is (A) either eligible to become a Programme Responsible Party (“programma

verantwoordelijke partij”) with Gas Transport Services “GTS”), or (B) has entered,

or shall enter before the first injection of gas under the Storage Services

Agreement if it becomes a Buyer, into an agreement with a Person that is not an

Affiliate of GASTERRA and is duly registered as Programme Responsible Party

with GTS pursuant to which agreement such Person agrees to perform all of

Buyer’s obligations under the Storage Services Agreement.

10. Affiliate of GASTERRA.

It is not an Affiliate of GASTERRA.

11. VAT-warehouse license

When incorporated in The Netherlands or incorporated outside the Netherlands

but trading under a Dutch VAT-number, the Registered Party shall obtain a VAT-

warehouse license (BTW-entrepot) with the Dutch tax authority (Belastingdienst)

and shall ensure that all its purchases are delivered under the applicable VAT-

warehouse license.

3

II. Undertakes and covenants to, and for the benefit of, GASTERRA and ICE Endex

to:

1. For any allocated Quantity of a Product for the Contract Year 2020/2021, enter

into the Storage Services Agreement and (i) provide a first-demand bank

guarantee, in the forms attached to the Auction Rules as Schedules 4 and 6 (as

the same may be amended in accordance with Subsection 8.5.2 of the Auction

Rules) and/or (ii) to pay the required collateral, in the form of cash, into a cash

account as designated by ICE Endex, within fifteen Business Days following the

Auction Date if it becomes a Buyer. If the Registered Party has paid the collateral

into the designated cash account, Registered Party agrees that ICE Endex is

entitled at all times to make withdrawals from the designated cash account in the

event of breach of the Auction Rules (including but not limited to schedule 6, the

Storage Services Agreement) by the Registered Party. The (remaining) collateral

in the cash account will be paid back to the Registered Party after [52] Business

Days following the termination of the Storage Services Agreement.

2. Comply with the Auction Rules, including the obligation to indemnify ICE Endex

pursuant to Section 9.4 of the Auction Rules.

3. Comply with the Instructions to Bidders.

4. Keep username(s) and password(s) to the Auction Bidding Website confidential.

5. Refrain from entering into (and represents that it has not entered into) any

agreement or arrangement of any kind with any other Person concerning the

Auction or Registered Party’s or any other Person’s participation in the Auction

except insofar as Registered Party may have entered into or may enter into any

agreement or arrangement with one or more Affiliates concerning Registered

Party’s or any such Affiliate’s participation in the Auction.

6. Keep (and represents that it has kept) all information received from GASTERRA

and ICE Endex, in connection with the Auction (including all information obtained

on the password-protected section of the Storage Auctions Website or the Auction

Bidding Website) confidential on the terms set forth in these Auction Rules.

7. Continue to act (and represents that it has acted) in the Auction, as principal (and

not as agent or in any other capacity, fiduciary or otherwise).

8. ICE Endex has the right to supply to the competent authority with all data and

information of the activities carried out by Bidders under the Auction Rules and all

other data and information the provision of which is necessary either under a

formal request made to ICE Endex or to comply with its obligations towards those

authorities or where disclosure is required under applicable laws.

III. Acknowledges and agrees that:

1. Future notifications from ICE Endex to it shall be made solely to the Primary

contact Person identified in the Registered Party Data Sheet, except for the

Instructions to Bidders and all communications during the Auction, which shall be

made to all Persons identified in the Registered Party Data Sheet.

2. It shall not be entitled to assign or transfer any right it may have in respect or as

a result of the Auction to any Person before it has duly signed the agreements

referred to in Section II.1 above.

4

This Representations and Commitment Statement is governed by and construed in

accordance with the laws of The Netherlands.

____________ __, _____

By: _____________________6

Name: _____________________

Title: _____________________

6 Must be a person named in the power of attorney.

Schedule 4

FORM OF FIRST-DEMAND BANK GUARANTEE

FIRST-DEMAND BANK GUARANTEE

ICE Endex Holding B.V.

Australia Building, 3rd floor

Hoogoorddreef 7

1101 BA Amsterdam-ZO

The Netherlands

Ladies and Gentlemen:

Our customer, [Registered Party], incorporated under the laws of ________ (“Registered

Party”), participated in the Storage Auctions scheduled that took place in the Auction

Period pursuant to which GASTERRA BV (“GASTERRA”) is to make certain virtual storage

capacity in The Netherlands available on a virtual basis to other operators on the TTF

market. We understand that you have been engaged by GASTERRA to perform certain

services in relation to the Storage Auctions and the sales of storage capacity pursuant to

such Auctions, with a view in particular to preserving the anonymity of the Bidders vis-à-

vis GASTERRA. We have read and understand the rules setting forth the terms and

conditions governing the qualification for, participation in and conduct of, the Auctions

(the “Auction Rules”). Furthermore, it is understood that our customer is held to enter

into a Storage Services Agreement in the event it is allotted storage capacity in the

Auction, thereby acquiring storage capacity. It is a requirement under the Storage

Services Agreement that our customer procures credit support for the exclusive benefit

of ICE Endex in the form of a first-demand guarantee issued by a credit institution

having a credit rating as defined in Article 10 of the Storage Services Agreement

(Schedule 6 of the Auction Rules). Capitalized words and expressions used in this

guarantee shall have the respective meanings given to them in the Auction Rules.

At the request of [Registered Party], we, [Bank], hereby irrevocably undertake to pay to

ICE Endex, as principal debtor and not merely as surety, within two business days after

receipt from ICE Endex of a written request in the form of Annex A hereto, and without

any other formality whatsoever, the amount requested up to:

€ _______________________ (EURO _____________________________________).

All payments requested pursuant to this guarantee shall be made by transfer in euro to

the account designated in your written request for payment, in immediately available

funds.

Our obligations under this guarantee shall be absolute and unconditional, irrespective of

the reasons why Buyer may not have satisfied its obligations under the Storage Services

Agreement and irrespective of whether it owes the relevant amount to you.

We hereby agree that the rights you have under this guarantee, in the event of

bankruptcy or insolvency of ICE Endex, may be transferred to GASTERRA, acting as your

principal (“lastgever”), upon first written demand by GASTERRA pursuant to article

7:420(3) of the Dutch Civil Code.

This guarantee shall remain valid through to May 31, 2021 provided that this guarantee

shall automatically expire after [52] Business Days following the termination of the

Storage Services Agreement.

2

This guarantee will be governed by and construed in accordance with the laws of The

Netherlands.

All disputes between Parties arising out of or in connection with this guarantee shall be

finally settled by arbitration in accordance with the Rules of the Nederlands Arbitrage

Instituut. Jurisdiction by any other court is excluded. The arbitral tribunal will be

composed of three arbitrators. The place of arbitration will be The Hague. The arbitral

tribunal will award in accordance with the rules of law. The arbitral procedure will be

conducted in the English language. The possibility of binding opinion (“bindend advies”)

as foreseen in afore-mentioned Rules will be excluded

__________________________

[Bank]

Annex A

[[ICE Endex] letterhead]

[Bank]

Dear Sirs: REGISTERED MAIL

Re: First-Demand Guarantee [No. __________________________]

[GASTERRA BV (“GASTERRA”)][ICE Endex Holding BV (“ICE Endex”)] hereby certifies to

[Bank] with reference to the First-Demand Guarantee issued by you on ________, ____

[No. ___________] (the “Guarantee”), that [Registered Party/Bidder] has breached the

Auction Rules.

We therefore request payment under the aforesaid Guarantee of € ______________

(____________ euro), by wire transfer to our account IBAN No. __________________

(SWIFT Code ______) at ____________ [Bank] in Amsterdam.

We therefore request payment under the Guarantee of euro _____, by wire transfer to

our account IBAN No. __________________ (SWIFT Code ______) at ____________

[Bank] in Amsterdam.

Sincerely yours,

______________

[Name]

[Title]

Schedule 5

[ICE Endex letterhead]

QUALIFICATION CONFIRMATION

[Name of the Primary Contact Person]

[Company Name]

[Company Address]

Dear __________________: Admission to Participate in the Auction

Capitalized words and expressions used in this Qualification Confirmation shall

have the respective meanings given to them in the Auction Rules.

This is to inform you that, following review of your Qualification Documents, you have

been admitted to participate in the Auction.

Your Bidder Limit is ____________ SBU.

The Person(s) allowed to submit Bids on your behalf, as identified in your Power of

Attorney, is (are) ____________.

You must ensure that you continue at all times to satisfy the criteria for qualification and

that all information set forth in your Qualification Documents shall remain true, accurate

and valid. You must notify us in writing of any change in any information set forth in

your Qualification Documents.

This letter shall be governed by and construed in accordance with the laws of The

Netherlands.

Sincerely yours,

______________

[Name]

[Title]

Schedule 6

Storage Services Agreement